§ 3 General conditions for the conclusion of the contract
It is possible to conclude a contract with corporations, partnerships or with individual persons who have reached the age of 18 and are entrepreneurs who are in possession of a trade license (if required).
A conclusion of contract with consumers is not possible. Only one distributor application is accepted per individual person, partnership (e.g. GbR, OHG, KG) and corporation (e.g. AG, GmbH, Ltd.), just as an individual person is not entitled to register additionally as a partner of a partnership or corporation or otherwise several times directly or indirectly. In principle, one application for a distribution contract per household / address will be accepted for individual persons, unless the applicants can prove that they carry out their distribution and business activities independently of each other.
If a corporation submits an application for a distribution contract, a copy of the relevant extract from the commercial register regarding the registration as well as the value added tax identification number (VAT - ID) and, if not available, the tax number must be submitted. All partners and, if applicable, also the shareholders of the partners, provided that a shareholder is also a corporation or a partnership, must be named by name, must be at least 18 years old and sign the application. The partners are each personally liable to PRUVIT for the conduct of the corporation.
In the case of partnerships, a copy of the relevant extract from the commercial register on registration and the value added tax identification number, if available, must be submitted. All partners and, if applicable, also the shareholders of the partners, if a shareholder is also a corporation or a partnership, must be named by name, must be at least 18 years old and must sign the application. The partners are each personally liable to PRUVIT for the conduct of the partnership.
Insofar as order or contract forms are used, these shall be deemed an integral part of the contract.
The Distributor may register for the start of his activity as a Distributor with PRUVIT - or via a landing page of his Sponsor - online on the given registration process using the given verification process. During the registration, the Distributor is obliged to fill out the Distributor application completely and correctly, to sign it electronically and to transmit the application to PRUVIT in the specified way. In addition, in case of online registration, the distributor accepts these General Terms and Condition, the compensation plan and the product price list as taken note of and accepts them as part of the contract.
PRUVIT reserves the right to reject distributor applications at its own discretion without any justification.
Special regulations for ITALY
In Italy, Italian law does not allow a corporation as defined in paragraph (2) above and a partnership as defined in paragraph (2) above to register as an Incaricato, so that in Italy only individual persons can register with PRUVIT as distributors (Incaricato). The Distributor (Incaricato) is obliged to send a copy of a valid identification document to PRUVIT and must comply with the "requirements of respectability" as per Section 71 of Legislative Decree no. 59/2010 [Decreto Legislativo n. 59/2010], the aforementioned obligation being fulfilled during the entire term of the contract, including at the time of renewal of the contract as per § 16 (1).
In addition to the voluntary contractual right of withdrawal (see § 5), the Distributor (Incaricato) has a special right of termination after sending his application. However, unless he/she gives notice of termination within 10 working days after signing - the date of signing applies - (applies to online applications) or after sending the application (applies to offline applications), he/she accepts the contract and the General Terms of Contract as an integral part of the contract.
In the event of a breach of the obligations regulated in paragraphs (1) to (3), (5) sentence 2 and (7) (a) PRUVIT is entitled to terminate without prior warning the distribution partner agreement without notice. In addition, PRUVIT expressly reserves the right to assert further claims for damages in this case of termination without notice.
§ 7 Obligations of the Distributor
The Distributor is obliged to protect its personal passwords and login identifications from access by third parties and must notify PRUVIT immediately of any changes to its contractual data. In the case of changes of address, these are usually deposited with PRUVIT as changed after a processing time of 72 hours.
The Distributor is prohibited from infringing competition law in its activities, infringing the rights of PRUVIT, its Distributors, affiliated companies or other third parties, harassing third parties or otherwise violating applicable law. In particular, the prohibition of unauthorized telephone advertising and the sending of unsolicited and unapproved advertising e-mails, advertising faxes or advertising SMS (spam) as well as social media spam or other unauthorized forms of messages.
Special advertising guidelines
At no point on any advertising material may the Distributor provide information about his income or the earning opportunities with PRUVIT. Rather there is always the obligation to point out to potential distributors in the context of initiation talks expressly that the achievement of an income is only possible by very intensive and continuous work.
Distribution and marketing activities shall not simulate commissions, which are to be understood as "head hunting fees”, entry fees or other commissions in connection with the mere recruitment of a new Distributor, or otherwise act to make the advertised distribution system appear to be an illegal distribution system, namely an illegal progressive snowball or pyramid scheme or otherwise a fraudulent distribution system. It must not be given the impression that the purchase of goods is necessary for a distributor to be able to work for PRUVIT. It must not be given the impression that the payment of an entrance fee, a fee or any other payment to PRUVIT, another distributor or other third party is necessary to become a distributor for PRUVIT.
Distribution and marketing activities shall not be directed at minors or persons inexperienced in business and shall in no way take advantage of their age, sickness or limited capacity to understand in order to induce consumers to conclude a contract In contacts with so-called socially disadvantaged or foreign-language population groups, the Distributors shall take due account of their financial capacity and their ability to understand and speak the language, and shall in particular refrain from doing anything that might induce members of such groups to place orders that are not appropriate to their circumstances.
No distribution and marketing actions shall be undertaken that are unreasonable, illegal, and unsafe or put undue pressure on the selected consumers.
Distributors will only refer to letters of recommendation, test results, references or other persons for business purposes vis-à-vis the consumer if they are officially authorized by both the reference provider and PRUVIT and if these are accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose
The consumer is not induced to buy goods by dubious and/or misleading promises, nor by promises of special benefits, if these benefits are linked to future, uncertain successes. The Distributors will refrain from doing anything that could lead the consumer to accept the offer made solely in order to do the Distributor a personal favor, to end an unwanted conversation or to enjoy an advantage that is not the subject of the offer or to show their appreciation for giving such an advantage.
A Distributor shall not claim that the compensation plan or the Goods of PRUVIT are approved or licensed or supported by any governmental authority or are classified by any law firm to be legally secure.
Due to strict regulations regarding the advertising of dietary supplements and cosmetic products, only the advertising material offered on the PRUVIT website or in the back office or elsewhere by the company can be used. It should be recommended that any customer who is currently undergoing medical treatment should consult their doctor before changing their diet. No statements regarding the safety of the products, their therapeutic or healing effects may be made in the course of the activity and advertising, unless they are officially approved by PRUVIT and/or are included in PRUVIT's official advertising material. Furthermore, the distributors are not allowed to suggest that PRUVIT products can be used to treat, prevent, diagnose or cure diseases. PRUVIT also prohibits any statement regarding medical effects of PRUVIT products. For example, the Distributor may not claim that PRUVIT's goods help to treat diabetes, heart disease, cancer or other diseases. No scientific publications, literature or testimonials written by doctors or scientists in relation to PRUVIT goods or their ingredients may be used or published.
No statements or indications may be made which directly or indirectly present or describe the PRUVIT Goods as illicit drugs or intoxicants or otherwise as intoxicating.
Specific regulations for ITALY
If a Distributor sends or otherwise uses advertising for an event, the advertising shall contain the following wording: "It is prohibited for a Distributor (Incaricati) as a participant in a direct sales system to persuade third parties to make a payment by promising them benefits in return for persuading third parties to enter the direct sales system. Also, do not be misled by claims that high income can be easily obtained."
PRUVIT provides its distributors with tested marketing materials. The use, production and distribution of its own websites (Pruvit provides the distributors so-called replicated websites on which the sale of the goods may take place), sales documents, sales concepts, newspaper or magazine advertisements, own product brochures, video content, television advertising, audio content, the creation of own internet presences including professional social media business presences or other independently created sales or advertising material, as well as the modification of the replicated websites made available to the Distributor is only permitted with the prior express written consent of PRUVIT, which is at the free discretion of PRUVIT.
It is prohibited to operate an internet page, an internet portal, a social media presence or any other online application with several distributors without the express permission of PRUVIT.
In the event that the Distributor publishes the goods of PRUVIT in other internet media, such as social networks (e.g. Facebook, YouTube, Twitter or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), he may always use only the official PRUVIT advertising statements, must identify himself easily recognizably with his full name (anonymous or under a pseudonym postings are prohibited) and may not at any point give information about his income or the earning opportunities at PRUVIT or advertise for an employment at PRUVIT as an employee or similar, just as he may carry out the social media advertising only in the context of his own private social media channels incidentally and additionally, and may not create professional social media business presentations without prior consent. Prior to the launch of its own social media presence and/or channel, the Distributor is obliged to send the social media presence and/or channel PRUVIT via E-Mali to
firstname.lastname@example.org for verification. A sale of the goods may only take place via the official replicated website of the Distributor. The Distributor is obliged to insert in his social media presence and / or channel a link to the replicated website available.
The Distributors may not use online classified advertisements (including Craigslist) to advertise and/or distribute the goods and other services of PRUVIT. However, online classified advertisements (including Craigslist) may be used to enable the Distributor to introduce himself as an "independent PRUVIT Distributor ".
The Distributors may place banner advertisements on a website, provided that they use the templates and images checked and approved by PRUVIT and comply with the contractual and legal requirements (in particular the prohibition of income statements and healing statements). All banner advertisements must be linked to the website of the distributors.
Sponsored links or pay-per-click (PPC) ads are permitted. The target URL must lead to the Distributor's replicated website. The displayed URL must also lead to the Distributor's replicated website. No content contrary to the contract, misleading or otherwise unlawful content may be used.
The goods of PRUVIT may be presented (not sold) within the framework of the applicable law revocably in four or more eye talks, at home parties, online home parties, online network events and / or in online conferences by the distributor and may be sold only through the replicated website or the official web shop of Pruvit (www.pruvitnow.com). On its own Internet sites, other sales places, especially large general stores (such as supermarkets, discounters or shopping chains) or restaurants, on Internet trading platforms such as eBay, Amazon, in television sales shows, via telemarketing, teletext marketing or via comparable sales channels, the goods of PRUVIT may not be sold. In other health related retail shops such as drugstores, pharmacies, hairdressers, beauty or cosmetic studios, fitness studios, physiotherapeutic practices, comparable practices or medical practices the sale of the goods of PRUVIT is only allowed after written prior consent of PRUVIT.
It is always prohibited for the Distributor to sell or otherwise distribute its own marketing and/or sales documents, training or lead generation tools, other goods of third parties or other services related to the PRUVIT business to other Distributors of PRUVIT.
Furthermore, the Distributor may also present the Goods at trade fairs and exhibitions with the written consent of PRUVIT.
The distributor must not give the impression in business dealings that he is acting on behalf or in the name of PRUVIT. Rather he is obliged to present himself as an "independent PRUVIT distributor". Internet homepages, letterheads, business cards, car lettering as well as advertisements, advertising material and the like must always show the addition "independent PRUVIT distributor" and may not contain the mark PRUVIT and/or the brands, work titles, business names and other marks of PRUVIT without prior express written consent. The distributor is further prohibited to apply for and take out loans in the name of PRUVIT for or in the interest or on behalf of the company, to make expenditures, to enter into obligations, to open bank accounts, to conclude other contracts or to make other binding declarations of intent. The distributor is neither granted a power of collection nor a power of attorney to represent PRUVIT towards third parties. Likewise, the distributor is not responsible for the fulfilment of the liability from a mediated business.
Special regulations for ITALY:
The distributor (Incaricato) must identify himself as an "Independent PRUVIT-Incaricato" for actions in Italy according to paragraph (8).
The distributor is not entitled in the course of business to use the trademarks of competing companies in a negative, derogatory or otherwise unlawful manner or to use negative, derogatory or otherwise unlawful valuations to entice away distributors of other companies.
All presentation, advertising, training and film material, product labels etc. (including photographs) of PRUVIT are protected by copyright. They may not be duplicated, distributed, made publicly accessible or processed by the distributor without the prior express written consent of PRUVIT neither in whole nor in part.
The use of the PRUVIT mark and/or the trademarks, work titles, product names and commercial designations and other marks of PRUVIT are not permitted beyond the use of the marketing materials provided by PRUVIT. This applies also to the registration of Internet domains. PRUVIT can demand that internet domains which use the name PRUVIT and/or the trademarks, work titles, product names and business designations and other marks of PRUVIT are deleted and/or transferred to PRUVIT. The pure takeover costs of the providers, but no other costs or a license or other compensation for the domain, will be taken over by PRUVIT in case of takeover. It is further prohibited to apply for own trademarks, work titles or other industrial property rights, which contain a possibly in another country/area registered or otherwise protected trademark, product name, work title or business names of PRUVIT. The aforementioned prohibition applies both to identical and similar signs or goods. Likewise it is forbidden to use in so-called search engine advertising (e.g. GoolgeAdWords), sponsored links advertising, internet advertising space marketing or comparable online advertising actions signs, brands, work titles or other property rights of PRUVIT. Finally prohibited, is also the refilling and/or repackaging of goods from PRUVIT.
A distributor may register again with PRUVIT after cancellation of his old position. Prerequisite is that the cancellation and the confirmation of the cancellation by PRUVIT for the old position of the distributor at least 6 months ago and the cancelling distributor has not performed any activities for PRUVIT during this time.
The distributor is not permitted to respond to press enquiries about PRUVIT, its goods, the PRUVIT compensation plan or other PRUVIT services. The Distributor is obliged to forward all press inquiries immediately to PRUVIT
The Distributor undertakes - as far as possible - to ensure that the customer data obtained through sales performance is used exclusively within the scope of his activity for PRUVIT and in particular is not passed on and/or used to other third parties or for services of third parties.
The distributor may only advertise and distribute services for PRUVIT or acquire new distributors in those states which have been officially opened by PRUVIT. It is not allowed to act in a state as PRUVIT branch, importer or exporter or similar or to found corresponding business companies.
Distributors may not give gifts or other benefits to employees of PRUVIT, collect entrance fees for events without written consent of PRUVIT or offer other than the official PRUVIT marketing materials or merchandise at promotional events.
PRUVIT enables the distributor to purchase the goods for personal use or for the needs of family members. Under no circumstances may the Distributor, himself or his family members, induce other Distributors to purchase products in larger quantities for their own consumption that unreasonably exceed the personal use within a household. By placing a new order, the Distributor warrants that at least 70% of the previous order has been used for business purposes for product presentations and tastings and that no more than 30% of the stock from the last order is still in its warehouse. Notwithstanding the tax retention obligations, the Distributor must keep the relevant documents for a period of at least four years in order to prove compliance with the aforementioned 70% rule. Furthermore, the Distributor may not purchase more goods himself or through third parties than he can consume within one month upon reasonable assessment.
Special regulations for ITALY
Distributors (Incaricati) may only purchase PRUVIT goods for personal consumption, so that paragraph (17) sentences 1 - 2 are not applicable here insofar as they refer to family members and paragraph (17) sentences 3 - 5 are not applicable here in their entirety.
PRUVIT grants the Distributor the right, within 30 days of the conclusion of a contract of sale of Goods, to return the Goods to PRUVIT upon written request for a refund of the purchase price (less a handling fee of 20% of the purchase price). The return is at the expense and risk of the distributor. The goods must be in unused, defect-free and resalable condition and - if available - the best before date at the time of return is still at least 12 months and the goods are unopened. From the purchase price to be refunded, the return shipping costs incurred as well as the costs incurred in connection with the return shipment will be deducted. In addition, if the Distributor has received a commission on the returned purchase and this commission is refundable, the same commission will be deducted from the refunded purchase price. The refund will be made - as possible - in the same payment method as the previous payment by the Distributor.
The distributor is obliged to inspect the goods purchased from PRUVIT for defects upon acceptance. If the Distributor finds defects in the Goods, he has to inform PRUVIT immediately, at the latest within 5 working days from acceptance of the Goods, and provide photographs of the defective product. PRUVIT will then check the request. In case PRUVIT considers the notice of defect to be justified, PRUVIT will provide the Distributor with a return label, with which the Distributor can return the Goods to PRUVIT in original packaging and with packing slip within 30 days from the notice of defect. PRUVIT will replace the defective goods to the distributor.
The distributor will report the place, time and content of advertising events aimed at the general public to PRUVIT in good time before the invitation is published. PRUVIT can demand changes or even the abandonment of the event if this is necessary in the interest of the company and the PRUVIT sales organization with its members.
The use of chargeable telephone numbers to market the activity or products of PRUVIT is not permitted.
The Distributor is obliged to notify PRUVIT immediately and truthfully of any violations of the rules of the General Terms and Conditions and the PRUVIT Code of Conduct as well as all other provisions of the company.
The Distributor shall comply with applicable consumer protection laws and regulations (including the consumer's right to receive specific notices and the right to return products) granted to the consumer under applicable consumer protection laws.
When a Distributor makes a sale to a consumer, he must provide an official receipt from PRUVIT at or before the first sale and each subsequent sale. The Distributor must customize any provided receipt template with his personal information. If the consumer exercises his right to cancel the sale, the Distributor must follow the refund procedures described in this section.
The consumer should return all unused products to PRUVIT. The sales receipts contain the consumer protection rights provided by the applicable law for direct sales, including the right to cancel a sales receipt (without giving reasons) up to ten (10) days after receipt of a copy of the receipt or invoice by the consumer.
A distributor may only make purchases through its own bank account or credit or debit card. It is prohibited for a Distributor to make his bank account or his own credit or debit card available to other Distributors for purchases or other payments at PRUVIT.
The Distributor must inspect PRUVIT products and their packaging immediately upon receipt for damage, broken seals, signs of tampering or other product defects. If a product is faulty or damaged, the Distributor may not sell the product and must report the fault or damage to PRUVIT. The Distributor may return damaged or otherwise defective products within thirty (30) days of receipt and will receive a full refund or replacement.
The Distributor must follow all instructions given by PRUVIT regarding the proper care, storage and handling of PRUVIT products. In addition, the distributor must store all PRUVIT products in a dry place at room temperature and protected from direct sunlight. The Distributor should also regularly check the stock for products whose best before date has expired or will expire within 60 days and must not sell such products.
Special regulations for ITALY:
The Distributor (Incaricato) is prohibited from reselling PRUVIT Goods. All sales of goods, including invoicing, will be arranged directly by PRUVIT. PRUVIT levies the accruing VAT directly from the end customers on the basis of the purchase price of the Goods according to the legally applicable VAT rates. Above mentioned prohibition of resale also has the consequence that paragraphs (3), (5) and (6) are not applicable here, as far as they refer to the resale of goods and services and/or refer to the other purchase of goods, which exceeds the personal need.
The promotion of PRUVIT goods and services by them may only take place within Italy.
Specific rules for FRANCE
Distributors as VDI partners under French law may only present PRUVIT goods and services through personal contact, i.e. during personal meetings. The above also means that paragraphs (4), (5), (7) and (20) are not applicable here, unless they refer to a sales promotion during a personal meeting.
Purchases from distributors at PRUVIT in France are limited to 400.00 € including VAT per month.
§ 10 Distributor Protection / No Territorial Protection
To that active distributor, who acquires a new distributor for the first time for the sale of of PRUVIT products, the new distributor is assigned to its structure in accordance with the compensation plan and the placement requirements regulated there or separately (distributor protection), whereby the date and time of receipt of the registration application from the new distributor at PRUVIT is valid for the allocation. It is not possible to change the "placement position" of a directly or indirectly sponsored partner.
PRUVIT is entitled to delete all personal data including the e-mail address of a sponsored Distributor from its system if mailings, cover letters or e-mails with the endorsements "moved", "deceased", "not accepted", "unknown" or similar are returned, and the new recruited Distributor or the Sponsor does not correct the incorrect data of the newly recruited Distributor within a reasonable period of 14 days. If PRUVIT incurs costs due to the undeliverable advertising mail and packages, it is entitled to reclaim the costs, unless the faulty delivery was not caused by the distributor.
Furthermore, crossline sponsoring and any attempt to do so within the company is prohibited. Crossline sponsoring means the acquisition of a individual person or corporation or a partnership who is already a distributor of PRUVIT in another distribution channel or who had a distributor contract within the last 6 months. In this respect, it is also prohibited to use the name of the spouse, relationship, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision.
Bonus manipulations are prohibited. This includes in particular the sponsoring of distributors who actually do not carry out the PRUVIT business at all (so-called straw men), do not exist, as well as open or veiled multiple registrations. In this respect, it is also prohibited to use the name of the spouse, relationship, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision. It is also prohibited to induce distributors, customers or other third parties to sell or purchase goods in order to achieve a better position in the compensation plan, to manipulate the group bonus; to place new distributors and/or customers with other distributors or to otherwise manipulate the bonus.
The Distributor shall not be entitled to territorial protection.
§ 14 Remuneration, commissions and settlement
As remuneration for a successful placement and his activity, the Distributor shall receive commissions and bonuses upon attainment of required qualifications, which, including the respective qualification requirements, result from the PRUVIT compensation plan. All commission claims result from the respectively valid compensation plan, which the Distributor may get in his back office and which can be viewed in the back office. With the payment of the remuneration all costs of the distributor for the maintenance and execution of his business, as far as not separately contractually agreed upon, are covered.
Specific regulations for ITALY for the purpose of transparency
The commission to be paid to the Distributor (Incaricati) is calculated on the basis of the specific sales contract (and here the net sales price is used as the basis for calculating the commission), which was concluded, accepted and fulfilled between PRUVIT and the end customer promoted by the Distributor (Incaricati).
A successful brokerage in the sense of (1) of this contract is only deemed to exist if the contractual relationship between the Customer and PRUVIT has been effectively established. Furthermore, a claim for remuneration arises only when the payment from the Customer is credited to the account of PRUVIT and all other conditions for payment are fulfilled.
In particular, a claim for commission shall not arise if
the customer makes use of his right of withdrawal,
the contract is contested by the customer in a legally effective manner,
the customer order has come into existence unlawfully,
PRUVIT refuses to accept the contract,
incorrect incomplete sales orders were submitted.
In addition, in cases of fraudulent mediation, either through fraudulent or abusive measures of the customer, the distributor or his vicarious agents, no commission claim arises.
PRUVIT reserves the right, to prove identity of the distributor - or in the case of corporations or partnerships those of the acting person(s) - by uploading a copy of the identity card, passport or driver's license in the back office of PRUVIT, before the first payment of commissions to the distributor. In the case of corporations or partnerships or registered trading individuals PRUVIT reserves the right to additionally ask for a copy of the current extract from the commercial register (not older than one month).
The distributor will be initially listed as a small business entrepreneur with PRUVIT. He will inform PRUVIT immediately by communicating his tax number and by submitting a confirmation of the tax office responsible for him as soon as he opts for the payment of value added tax (VAT) within the scope of his commercial activity or exceeds the small business limits.
Special regulation for ITALY
Article 3 of Law No 173/2005 [Legge N. 173/2005] states that the activity of a distributor (incaricato) is to be considered "occasional", if the annual income derived from this activity does not exceed EUR 5,000.00 net.
The "occasional" basis of the activity as a distributor (incaricato) implies that all remuneration paid to the distributor (incaricato) by PRUVIT is not subject to VAT. If the annual income of the Distributor (Incaricato) exceeds EUR 5,000.00 net, the Distributor must immediately obtain a VAT number from the relevant tax authority. As soon as the distributor (Incaricato) has been allocated a VAT number, his activity is considered "habitual".
The distributor (Incaricato) then undertakes to inform PRUVIT immediately about the closure of its VAT position/blocking of its VAT number. The same applies to changes regarding his VAT position/ VAT number. In case of closing of the mentioned VAT position/blocking of the VAT number this automatically leads to the termination of the activity as a distribution partner (Incaricato) for PRUVIT, if the annual income exceeds the amount of EUR 5,000.00 net; and PRUVIT will terminate the contract with the distribution partner (Incaricato) extraordinarily. In addition, if the annual income exceeds EUR 5,000.00 net, the Distributor (Incaricato) shall, within 30 (thirty) days, register with Gestione Separata I.N.P.S. [INPS Special Administration] and notify PRUVIT of the registration including all relevant data, including the amount of social security contributions to be paid.
If the Distributor (Incaricato) carries out a "door-to-door homesales" activity for another company, he/she is obliged to immediately report the activity, including the annual gross income, as soon as he/she has the relevant information.
Commissions of the distributor are credited weekly and paid out at the end of the following month and can, unless a different account has been expressly accepted separately in writing by PRUVIT, only be paid out to accounts which are in his name or in the name of a partnership or a corporation which has a contractual relationship with PRUVIT. Payments to third-party accounts or to third-party bank accounts cannot be made.
The contracting parties agree that no claims to a higher commission than that on which this contract is based on do exist or can be asserted. The commission shall cover all claims of the distributor, in particular all travel costs, expenses, office costs, telephone costs or other expenses for advertising material, as well as all other costs in connection with the performance of the contract. With the payment of the remuneration according to (1) all services of the distributor are furthermore compensated, in particular also for the production and care of the distributor stock, the customer base as well as the resulting future market potential and exist in the sense of an advance payment for this, so that in case of termination of the contract, by whichever party for whatever reason, no compensation and/or compensation claims for whatever legal reason are to be paid by PRUVIT. Reference is expressly made to § 16 (5).
PRUVIT is entitled to assert a right of retention within the scope of the statutory provisions. Furthermore, PRUVIT is entitled to assert a right of retention to the payment of commissions in case not all contractually or legally required documents are not provided e before the first payment. In the event of the exercise of the right of retention of commission payments on the part of PRUVIT, it is agreed that the distributor is not entitled to interest for the period of the retention of commission.
PRUVIT is entitled to set off claims, which PRUVIT is entitled to against the distributor , e.g. due to product returns, cancellations, customer objections pp., with the latter's commission claims in whole or in part, whereby the set-off is usually made in the month of the back posting due to the product returns, cancellations, customer objections.
Assignments and pledging of claims of the distributor arising out this distributor contract are excluded, as far as this is not contrary to mandatory law. The encumbrance of the contract with rights of third parties is not permitted, as far as this does not contradict the mandatory law.
The Distributor shall check the issued statements of account as soon as possible and notify PRUVIT immediately of any objections. All commission claims result from the respectively valid remuneration plan, which the distributor can call up in his back office and which can be viewed in the back office. Faulty commissions, bonuses or other payment are to be communicated to PRUVIT in writing within 60 days starting from reservation of the incorrect payment. After this time the commissions, bonuses or other payment are considered as approved.
The commissions are paid out monthly at the request of the distributor , taking into account PRUVIT payment modalities and payment methods. PRUVIT reserves the right to transfer commissions only from a total amount of 25.00 €. In the event that the minimum payout amount is not reached, the commission claims will be continued on the business account held by PRUVIT for the distributor and paid out to the distributor in the month following the minimum payout amount.
§ 16 Duration of contract, termination of contract
The contract is agreed for an indefinite period and can be terminated at any time within one month to the end of the month. Irrespective of the contract term in sentence 1, the Distributors shall pay their annual service fee in the sense of § 6 (2) to PRUVIT before the end of the annual period, whereby the fee shall be debited from the credit account of the Distributor 30 days before the end of the contract, subject to appropriate coverage, with which the Distributor expressly agrees. If the distributor does not pay the aforementioned fee within 60 days after the due date of the Service Fee and/or no debit from the credit account is possible, the contract will be terminated by PRUVIT 30 days after sending another written reminder with payment term 30 days without further notice at that time.
Irrespective of the reason for termination in (1), both parties have the right to terminate the distribution partner agreement for good cause. An important reason for termination by PRUVIT is also a violation of one of the obligations regulated in § 7 with which a distributor does not fulfil its obligation to remedy the violation in the sense of § 11 paragraph (1) in due time or if the same or a comparable violation occurs again at a later point in time after the remedy of the violation. In the event of a breach of the obligations regulated in §§ 8, 9 and 10 (3) and (4), 18 (2) or 19 as well as in the event of a particularly serious breach of the contractual or statutory law applicable in § 7 or otherwise, PRUVIT is entitled to extraordinary termination without prior warning. Furthermore, a reason for extraordinary termination exists for each party if insolvency proceedings have been opened against the other party, or the opening has been rejected due to lack of assets, or the other party is otherwise insolvent, or has made an affidavit in lieu of an oath of insolvency in the course of the execution. The right to extraordinary termination shall be without prejudice to further claims.
Special regulations for ITALY
PRUVIT is also entitled to an extraordinary right of termination with respect to the Distributor (Incaricato) if the Distributor (Incaricato) is no longer in possession of the "honorability" requirements referred to in Art. 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010] or in the event of closure of the VAT position/blocking of the VAT number referred to in Section 14, paragraph (5) (a).
PRUVIT also has the right to terminate the contract of the Distributor on an extraordinary basis if the Distributor has not taken the necessary actions as defined in § 14 (4) no later than 6 months after registration. PRUVIT will, however, 15 days prior to deletion of the account announce the imminent deletion to the Reseller by e-mail (to the e-mail address stored in the system) or in his BackOffice, so that the Reseller has the opportunity to take the necessary actions within this period of 15 days.
After the termination of a contract by ordinary notice, a new contract can be concluded after a period of at least 6 months. In the event of termination of the contract by transfer of the structure in accordance with § 18 (3), registration under the previous structure/organization is no longer possible.
Upon termination of the Agreement, the Distributor shall no longer be entitled to commission. This does not apply to contracts already successfully brokered at this time. The claim to these commissions remains unaffected. Furthermore, upon termination of the contract, the distributor is not entitled to any commercial agent compensation claim, since the distributor is not a commercial agent in the sense of the German Commercial Code (Handelsgesetzbuch) according to § 4 (1).
Notices of termination will only be accepted in written form, whereby an ordinary notice of termination can also be sent by e-mail, provided that it contains the name, address and ID number of the distributor.
If a distributor at the same time claims other services from PRUVIT independent of the distributor contract, these services remain unaffected by the termination of the distributor contract unless the distributor expressly demands their termination with the termination. If the distributor continues to purchase services from PRUVIT after the termination of the contract, he will be treated as a regular end customer as far and if possible.
In the event of premature termination of a contract with a minimum term, there is no entitlement to a refund of the costs for the activation or service fee, unless the Distributor has effectively terminated the contract extraordinarily for an important reason.
§ 18 Transfer of the business operations/sponsored structure to third parties / Death of the Distributor
PRUVIT may transfer its business operations in whole or in part or individual assets to third parties at any time, provided the purchaser complies with the applicable law.
If a new corporation or partnership registered as a distribution partner wishes to take in a new partner, this is possible up to a transfer of 20% of the company shares, provided that the previous partner(s) who applied for the contractual partnership also remain partners. If a partner wishes to withdraw from the corporation or partnership registered as a distribution partner or if the shares of one or more partners are to be transferred to third parties in an amount of more than 20 %, this action is only permitted upon written application, if necessary upon presentation of the relevant notarial deed and in accordance with the provisions of this contract, and only with prior written consent, which is at PRUVIT's discretion. PRUVIT charges an administrative fee of 25.00 € for the processing of the aforementioned application. If this requirement is not complied with, PRUVIT reserves the right of extraordinary termination of the contract of the corporation or partnership registered as distributor.
The distributor is, provided that he is active in the sense of the compensation plan, entitled to transfer his sales structure after prior written consent by PRUVIT and the presentation of the concluded purchase and/or transfer contract with the third party, as well as the presentation of the distributor application of the third party to PRUVIT, unless PRUVIT has made use of its right of first refusal. The transfer of the sales structure is only possible to persons who are not distributors of PRUVIT at the time of the transfer, who were not in the past 6 months and who have not been extraordinarily terminated as distributors by PRUVIT. For distributors of PRUVIT, however, a transfer or purchase of a sales structure is not allowed. The approval by PRUVIT, even if it does not exercise its right of first refusal, is otherwise at their free entrepreneurial discretion. The distributor is obliged to notify PRUVIT in writing of the intended transfer of his sales structure. PRUVIT has one month after receipt of the written notifications to make use of its right of first refusal. If this does not happen, the transfer is permitted after the agreement of PRUVIT. A sale is only possible in an uncancelled relationship. In the event of termination without notice or a breach of these General Terms and Conditions of Contract the right of the distributor to sell his own sales organization shall lapse as well as in the event that the selling distributor still owes PRUVIT money, he is insolvent or otherwise insolvent or there is a seizure of his assets. If a corporation or partnership is registered as a distributor , a transfer of the sales structure is only permitted if the further requirements of this contract are met. PRUVIT will charge a processing fee of € 25.00 for the transfer of the sales structure. An advertisement of the sale of the sales structure is neither in the offline media nor online (also not in the social media channels) permissible.
The Distributor Agreement ends at the latest upon the death of the Distributor. The distributor contract can be inherited in compliance with the legal requirements. A new distribution partner contract must be concluded with the heir(s) within 6 months of the death, by which he/she enters into the rights and obligations of the testator. If the heir or one of the heirs is already registered as a individual person with PRUVIT as a distribution partner, since only one position in the marketing plan may be assigned per natural person, the heir must give up his previous position in the distribution structure of PRUVIT or, if the conditions of § 18 (3) are fulfilled, he must transfer one of the two future distribution structures to a third party in accordance with § 18 (3). The death must be documented by a death certificate. If there is a will concerning the inheritance of the distribution partner contract, a notarized copy of the will must be submitted. After the six-month period has expired unused, all rights and obligations under the contract are transferred to PRUVIT. Exceptionally, the six-month period is extended by a reasonable length, if in individual cases it is disproportionately short for the heir(s).
In the event that a Distributor wishes to carry out its activities in the future under a different name, through a corporation, partnership, as a married couple, as a registered partnership or from other formation in the future under a different designation, this is only possible upon application, whereby PRUVIT is entitled at its free discretion to reject the application.
§ 21 Data protection provisions
In the following, you will find the data protection regulations for distributors of PRUVIT. Responsible body in the sense of EU data protection law is:
Na Pankráci 1724/129
In the following, you will find the data protection regulations for distributors of PRUVIT. Responsible body in the sense of EU data protection law is:
Rolf Van Atten
Na Pankráci 1724/129
(3) We commit ourselves as the responsible body according to the data protection regulations to protect your personal data and to treat them confidentially. The collection, storage, modification, transmission, blocking, deletion and use of your personal data is based on the applicable legal provisions, in particular the Basic Data Protection Regulation (DSGVO). We have taken technical and organizational measures to ensure that the regulations on data protection are observed both by us and by our external service providers.
(4) We store your personal data for as long as it is necessary to achieve the respective purpose of the processing or the storage is subject to a legal retention period. We store data that we process on the basis of your consent until you revoke your consent. We store data that we process in order to execute a contract with you for as long as the contractual relationship exists and, if necessary, beyond that if legal retention periods oblige us to do so. Data that we process on the basis of our legitimate interests will be stored as long as your interest in deleting the data does not outweigh our own.
(5) For the conclusion of a contract as a distribution partner we need the following personal data from you:
Title, surname, first name, address, company if applicable, date of birth, e-mail address, telephone number, VAT ID number, bank and transfer data. This information is necessary for the establishment and execution of the contract as a distribution partner. The legal basis for processing this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
In addition, PRUVIT is legally obliged within the framework of the "Know Your Customer" (KYC) procedure for the purpose of money laundering prevention to identify future distributors before the conclusion of a distributor contract within the framework of a legitimation check (so-called "KYC check"). The following personal data are processed within the scope of the check: Title, first name, surname. Address, nationality, place of birth, date of birth. The basis for this data processing is Art. 6 para. 1 sentence 1 lit. c DSGVO.
(6) As a distributor, you have access to the BackOffice. In this BackOffice you will receive an overview of the orders that have been initiated by you. For this purpose, the following information about the persons who have initiated the order is displayed:
Status (customer/distributor), last name, first name, e-mail, net value of the previous month's orders, number of team members, time of last online activity. This information is required for the calculation and traceability of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
You can also see a team overview in the BackOffice. There you will receive information about the independent distributors in your downline that you have recruited. The following information is displayed:
Status (customer/distributor), last name, first name, net value of the previous month's orders, number of team members, time of last online activity. This information is necessary for the calculation and traceability of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
We require the following data to process the commission payments:
Title, surname, first name, address, bank details. This information is required for the calculation and traceability of commission entitlements. The legal basis for processing this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
(8) We will only pass on your personal data to third parties to the extent that this is necessary to implement the contract or to protect our legitimate interests. We also use external service providers (contract processors) for the execution of the contract. Separate commissioned data processing contracts have been concluded with these service providers to ensure the protection of your personal data. In addition, third parties who are not contract processors of PRUVIT, are themselves obliged as their own responsible persons in the sense of the data protection law to process the data of the distributors in accordance with the DSGVO and other applicable data protection regulations.
To calculate the differential commission of the Independent Distributors from your Up-Line, the above information about your orders as well as your team overview will also be displayed to the Distributors in whose Down-Line you are. For this purpose the distributors from your Up-Line will receive the following information:
Status (customer/distributor), last name, first name, e-mail, net value of the previous month's orders, number of team members, time of last online activity. This information is necessary for the calculation and traceability of the difference commission of your Up-Line. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
To execute the delivery, the first name, surname, address, e-mail address and telephone number of the Distributor will be forwarded to shipping companies to execute the delivery.
For the purpose of payment processing, the payment data of the Distributor, namely first name, surname, address, e-mail address, telephone number, date of birth, IBAN, BIC will be forwarded to credit institutions or payment intermediaries.
In order to process our accounting, we pass on personal data, namely first name, surname, address, e-mail address and telephone number of the distributors in connection with customer orders as well as commission settlements, to our external accounting service provider.
The data transfer to the service providers mentioned under 8 b) - d) is carried out for the purpose of implementing the contractual relationship with you as a distributor, as well as to protect our legitimate interests. The legal basis for this data processing is Art. 6 para. 1 sentence 1 lit. b and lit. f DSGVO.
PRUVIT is obliged by commercial and tax law to store the address and payment data of the distributors for a period of up to ten years. However, after two years PRUVIT will restrict the processing, i.e. h. The data of the distributor will only be used to comply with the legal obligations. Legal basis for this storage is Art. 6 para. 1 sentence 1 lit. c DSGVO. In addition, the data of the distributor will be deleted with the complete processing of the contract, which includes the complete payment of the agreed fees.
As a data subject, the distributor has the right to
-Information on the processing of his data
-correction or deletion of his data
-restriction of processing
-objection to processing
-withdrawal of any consent he may have given with effect for the future
-complaint to a data protection supervisory authority;
A list of all supervisory authorities can be found here: https://www.bfdi.bund.de/DE/Infothek/Anschriften_Links/anschriften_links-node.html
To assert his rights the distributor can contact PRUVIT (see address at the beginning of the data protection declaration) or the data protection officer of PRUVIT.